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Say-on-pay votes

The advisory shareholder vote on executive pay, how often it is held, and how Apple reported the 2026 result.

The short answer

A say-on-pay vote is an advisory shareholder vote on the compensation of a company's named executive officers, as described in the proxy statement. Rule 14a-21 requires the vote at least once every three years; many large companies hold it every year. The result does not bind the board, but it is reported on an 8-K after the meeting, and the next proxy usually discusses how the board considered it.

What the rule requires

Rule 14a-21 requires a company, other than an emerging growth company, to include a separate resolution for an advisory vote to approve the compensation of its named executive officers, as disclosed under Item 402 of Regulation S-K, at a meeting where directors are elected. After the first vote, the vote is required no later than the annual meeting in the third calendar year after the last one. A separate vote on how often the say-on-pay vote should be held (every one, two or three years) is also required at intervals set out in the rule.

Advisory means the vote does not legally require the board to change anyone's pay. It is still a formal shareholder action, and companies treat a weak result as something to discuss with shareholders and, often, to address in the next compensation discussion.

An example: Apple's 2026 meeting

Apple's 2026 proxy statement includes Proposal No. 3, an advisory vote to approve executive compensation, and tells shareholders they have the opportunity to cast an annual advisory vote on the compensation of the named executive officers. It also reports that 92% of votes cast on the say-on-pay proposal at the prior meeting were in favor of the program.

After the February 24, 2026 annual meeting, Apple's 8-K under Item 5.07 reported that an advisory resolution to approve executive compensation was approved, with 8,304,055,118 votes for, 781,645,634 against, 50,707,052 abstentions and 2,889,260,668 broker non-votes. Broker non-votes appear because say-on-pay is not a routine item: a broker cannot vote those shares without instructions. The proxy statement and shareholder proposals explain the rest of the ballot.

How to read the vote

The compensation discussion and analysis in the proxy is the document the vote is about, not the single yes/no line on the card.
The 8-K after the meeting gives the official counts. Comparing the for and against totals with the prior year is more informative than reading 'approved' alone.
A company that holds the vote every year has already chosen annual frequency; that choice is itself the subject of a periodic frequency vote.

Common questions

What is a say-on-pay vote?

An advisory shareholder vote on the compensation of a company's named executive officers, as described in the proxy statement under the SEC's compensation rules.

Is the vote binding?

No. The board is not legally required to change pay because of the result. Companies still report the vote and often discuss it in the next proxy.

How often is it held?

At least once every three years under Rule 14a-21. Many large companies hold it annually.

Where are the results reported?

On a Form 8-K under Item 5.07 after the annual meeting, with votes for, against, abstentions and broker non-votes.

Why are there broker non-votes?

Say-on-pay is a non-routine item. A broker that holds shares for a customer cannot vote them on the proposal without instructions from the customer.

Disclosures

Editor holdings: The editor holds no position in any company named on this page. As of Nov 11, 2026.
Compensation: Nobody paid for this page. No affiliate links on this page.
Sources: Each company's own SEC filings, linked next to each number.
Last updated: Nov 10, 2026

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